InnSuites Hospitality Trust (IHT)

12. ADVISORY AGREEMENT/EMPLOYMENT AGREEMENTS

Mr. Wirth has an employment agreement with the Trust that expires
in December 2007. The employment
agreement provides that Mr. Wirth received no compensation from the Trust
as long as a previously enforceable advisory agreement was in effect. However, pursuant to the terms of the
employment agreement, since the Advisor (as defined in the advisory agreement)
no longer provides services to the Partnership or the Trust, Mr. Wirth is
to be compensated at an amount up to the same annual basis as the Advisor would
have been compensated under the terms of the advisory agreement had it remained
in effect. Mr. Wirth is currently
being compensated, however, at a lesser rate of $130,000 a year.

12. ADVISORY AGREEMENT/EMPLOYMENT AGREEMENTS

Mr. Wirth has an employment agreement with the Trust
that expires in December 2007. The
employment agreement provides that Mr. Wirth received no compensation from
the Trust as long as a previously enforceable advisory agreement was in
effect. However, pursuant to the terms
of the employment agreement, since the Advisor (as defined in the advisory
agreement) no longer provides services to the Partnership or the Trust,
Mr. Wirth is to be compensated at an amount up to the same annual basis as
the Advisor would have been compensated under the terms of the advisory
agreement had it remained in effect.
Mr. Wirth is currently being compensated, however, at a lesser rate
of $126,000 a year.